Banco Santander, S.A. Resolution Plan for U.S. Operations Public Section December 16, 2015 - FDIC
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Banco Santander, S.A.
Resolution Plan for U.S. Operations
Public Section
December 16, 2015[THIS PAGE INTENTIONALLY LEFT BLANK]
Table of Contents
Table of Contents: Public Section
Definition of Terms 2
Executive Summary 3
1.1 Material Entities 7
1.2 Core Business Lines 9
1.3 Summary Financial Information 13
1.4 Derivative and Hedging Activities 20
1.5 Memberships in Material Payment, Clearing, and Settlement Systems 21
1.6 Descriptions of Foreign Operations 22
1.7 Material Supervisory Authorities 23
1.8 Principal Officers 24
1.9 Resolution Planning Corporate Governance 26
1.10 Description of Material Management Information Systems 28
1.11 High-Level Description of Resolution Strategy 29
Resolution Plan 1Public Section
Public Section
Definition of Terms
The following are definitions for common terms used throughout the document.
Term Definition
"Santander Group" Includes all Santander operations globally.
Banco Santander, S.A. - a Madrid-based Spanish Bank; it is the parent company to
"Santander" SHUSA and the Factories, as well as other U.S. legal entities; it is the "Covered
Company" responsible for submitting the Resolution Plan.
"Santander U.S." Santander Group’s U.S. Operations; includes all Santander operations in the U.S.
Santander Holdings USA, Inc. - a bank holding company subsidiary of Santander; it is the
"SHUSA" parent company of SBNA and has a majority ownership interest in SCUSA.
"SBNA" Santander Bank, N.A. - the U.S.-based IDI that is a subsidiary of SHUSA.
Santander Consumer USA Holdings Inc., together with Santander Consumer USA Inc.
"SCUSA" and its subsidiaries. SCUSA is publicly traded and 60.5% owned by SHUSA.
"Factories" Santander's wholly-owned global shared service entities.
"Plan" The U.S. resolution plan required to be submitted by Santander by December 31, 2015.
Resolution Plan 2Public Section
Executive Summary
U.S. Resolution Plan
Banco Santander, S.A. (“Santander”) has developed this resolution plan (the “Plan” or "Resolution Plan")
for the U.S. operations of Santander as required under Title I, Section 165(d) of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the regulations jointly
promulgated by the Board of Governors of the Federal Reserve System (the “FRB”) at 12 C.F.R. Part 243
and the Federal Deposit Insurance Corporation (the “FDIC”) at 12 C.F.R. Part 381 (the “SIFI Rule”).
The Dodd-Frank Act mandates that a bank holding company, or a foreign bank regulated as a bank
holding company under Section 8(a) of the International Banking Act of 1978 with assets of $50bn or
more, develop a plan for its rapid and orderly resolution in the event of material financial distress or
failure. The purpose of this provision is to provide regulators with plans that would enable them to
liquidate failing financial companies that pose a significant risk to the financial stability of the United
States in a manner that mitigates such risk. This Plan provides a detailed road map for the orderly
resolution of the U.S. operations of Santander under a hypothetical stress scenario and the failure of its
Material Entities ("MEs").
Santander, a global banking organization headquartered in Madrid, Spain, is a bank holding company
under the Bank Holding Company Act of 1956 and has elected to be treated as a financial holding
company pursuant to the Gramm-Leach-Bliley Act of 1999. Santander is the “Covered Company” for the
purposes of this Plan. The legal entity structure of Santander in the United States is a reflection of its
business model based on independent subsidiaries, as explained later in this Plan.
Consistent with the SIFI Rule, this Plan addresses Santander's U.S. operations, which are conducted
primarily through the MEs set forth and described in Section 1.1 below, and the Core Business Lines
("CBLs") described in Section 1.2 below.
In addition to the MEs, Santander owns, directly or indirectly, the following subsidiaries or branches:
Santander’s New York Branch (“Santander NYB”), with $11.4bn in assets regulated by the New York
State Department of Financial Services and the FRB; Abbey National Treasury Services plc’s Connecticut
branch, with $12.9bn in assets regulated by the Connecticut Department of Banks and the FRB;
Santander Investment Securities Inc., a New York broker-dealer with assets of $1.5bn regulated by the
Securities and Exchange Commission (the "SEC") and the Financial Industry Regulatory Authority
(“FINRA”) that is subject to resolution as a member of the Securities Investor Protection Corporation
("SIPC"); Banco Santander International, an Edge corporation based in Miami, Florida, with $6.8bn in
assets subject to supervision by the FRB; and Totta & Acores, Inc. based in Newark, New Jersey, with
branches in Massachusetts and Connecticut and assets of $0.6bn subject to supervision by the FRB and
the banking departments of New Jersey, Massachusetts, and Connecticut as a money transmitter.
Other U.S. subsidiaries include Santander BanCorp, a bank holding company in Puerto Rico that is
regulated and supervised by the FRB and its main subsidiary, Banco Santander Puerto Rico, a
commercial bank with $6.6bn in assets, that is regulated and supervised by the Office of the
Commissioner of Financial Institutions of Puerto Rico (“OCIF”) and the FDIC, and Santander Securities,
LLC, a broker-dealer subject to SEC and FINRA supervision and a member of the SIPC. Santander also
owns, directly or indirectly, the following subsidiaries in Puerto Rico: Santander Overseas Bank, Inc. (an
international banking entity); BST International Bank, Inc. (an international banking entity); Santander
Financial Services, Inc. (a consumer finance company); Santander Asset Management USA LLC (an
inactive firm awaiting approval from the FRB as of December 31, 2014); and Santander Asset
Management, LLC (manages mutual funds and invests in public equity and fixed income markets of
Puerto Rico for investment companies, high net worth individuals, banking or thrift organizations, pension
and profit sharing plans, charitable organizations, corporations, state or municipal government entities,
and private organizations created by law).
Resolution Plan 3Public Section
In accordance with the SIFI Rule, this Plan does not address resolution strategies for entities not
identified as MEs or subject to U.S. resolution regimes. Information in this Plan is as of December 31,
2014, unless otherwise indicated.
Santander Group
The Santander Group (the "Group") is structured as a coordinated whole of differentiated parts. This is
the result of a series of organizational and management practices rooted in the Group, such as:
• From a business point of view, the Group’s activities are divided first by geographic areas, in such
a way that each major local market comprises a business unit (e.g., the U.S., Brazil, the U.K.,
Portugal, or Poland).
• Legally, the geographic business units are arranged within separate sub-groups of subsidiaries,
even though in some of the most relevant financial markets (e.g., New York and London) local
branches of business units from other geographic areas also exist.
• This structure of subsidiaries that are legally independent is essential to fully identify and
appropriately separate the different relationships, with respect to, for example, capital, financing,
lending, servicing, and custody, within the Group.
• Financially, each local sub-group must obtain its own liquidity resources and maintain capital
commensurate with its activities.
• From a technological and operational view, each local sub-group uses its own resources,
contracts with third parties, and/or obtains these services from the Group’s "Factories." Factories
are affiliates that provide core IT, software programming, data control payroll, and employee
benefit services.
Accordingly, the Group’s organizational structure permits clear and precise distinction between the main
business units. It also makes it possible to separate particular units from the rest of the Group if the
intention were to dispose of any particular unit or should it be necessary to isolate any unit in the case of
a resolution scenario.
In addition, the existence of local units established as legal entities with their own corporate governance
facilitates the work of local authorities because they can identify the entities and responsible parties that
are subject to supervision. This enables more local control over supervision than would be possible with
branches. This structure also allows local regulators to better understand and supervise the relationships
between each unit and others of the Group. Further, the autonomy of the Group’s subsidiaries would
limit, in times of crisis, contagion among its various units. This reduces the potential for systemic risk and
would facilitate the management and resolution of crises while enabling the Group to provide incentives
for good local management.
This structure, in the context of the “Key Attributes of Effective Resolution Regimes for Financial
Institutions” set out by the Financial Stability Board ("FSB") in October 2011 and October 2014 (together,
"Key Attributes"), makes the “multiple points of entry” the most appropriate resolution strategy for the
Santander Group. Under this approach, separate resolution actions may be taken at Santander's
operating subsidiaries that would be coordinated by the Crisis Management Group ("CMG") as described
in the Key Attributes. This CMG would include the appropriate supervisors, central banks, resolution
authorities, finance ministries, and public authorities in jurisdictions that are home or host to entities that
are material to Santander Group’s resolution. This would allow for the orderly resolution of each of the
subsidiaries under applicable national laws and regulations with cross-border cooperation but would limit
the risk of jurisdictional conflict.
Resolution Plan 4Public Section
Santander Group Business Model
The Santander Group is primarily a retail and commercial banking group based in Spain, with a presence
in ten core markets: Spain, the U.K., Germany, Poland, Portugal, the U.S., Brazil, Mexico, Argentina, and
Chile. Santander had EUR 1,023bn in managed funds, 117mm customers, 12,951 branches, and
185,405 employees as of December 2014.
The operating business units of the Santander Group are structured in two levels:
• Principal (or geographic) level: Geographic areas segment the activity of the Group’s operating
units. This coincides with the Group’s first level of management and reflects the Santander
Group’s positioning in three of the world’s main currency areas (euro, sterling, and dollar). These
segments are:
Continental Europe: This includes all retail banking business, wholesale banking, and asset
management and insurance conducted in this region, as well as the unit of runoff real estate
in Spain.
U.S.: This includes the businesses of SBNA, SCUSA, and all other businesses in the U.S.
U.K.: This includes retail and wholesale banking as well as asset management and insurance
conducted by the various units and branches of the Group in the U.K.
Latin America: This includes all of the Group’s financial activities conducted through several
banks and other subsidiaries in the region.
• Secondary (or business) level: This categorizes the activity of the operating units by type of
business. The segments are retail banking, wholesale banking, and asset management and
insurance.
Retail Banking: This includes all consumer banking businesses, including private banking
(except global corporate banking, which is coordinated through the Santander Group’s global
customer relationship model). Hedging positions in each country are conducted through
assets and liability committees.
Global Wholesale Banking: This business reflects revenues from global corporate banking,
investment banking, and markets worldwide, including all treasuries managed globally (both
trading and distribution to customers), as well as equities business.
Asset Management and Insurance: This includes the contribution of the various units to the
Group in the design and management of mutual and pension funds and insurance. The
Group uses, and remunerates through agreements, the retail networks that place these
products.
Corporate-Level Resolution Planning
As a G-SIFI, Santander’s resolution planning is guided by the principles and core elements set forth in the
“Key Attributes. In accordance with the Key Attributes, Santander's resolution planning process assumes
coordination through its Crisis Management Group ("CMG"), which is currently comprised of the Bank of
Spain (home resolution authority), the Bank of England, and the Bank of Brazil.
Santander’s planning for resolution is subject to the overarching framework of Spain’s Law 11/2015 (June
18, 2015) on the recovery and resolution of credit institutions and investment firms (“Ley 11/2015, de
recuperación y resolución de entidades crédito y empresas de servicios de inversión” - hereinafter “the
Resolution Plan 5Public Section
Spanish Law”), which transposed to domestic law the European Union Bank Recovery and Resolution
Directive ("BRRD"), published on May 15, 2014.
The BRRD establishes a European Union-wide crisis management framework for 28 jurisdictions which
effectively implements the Key Attributes. The framework provides for preparatory and preventive
measures, early intervention procedures, and resolution procedures and tools. In this respect, the BRRD
constitutes a key element of the EU resolution architecture, together with Regulation (EU) No 806/2014,
which established the Single Resolution Mechanism ("SRM"). The SRM is made up of the Single
Resolution Board ("SRB") and the Single Resolution Fund ("SRF").
The Spanish Law, in alignment with the BRRD, envisions cooperation with third-country authorities both in
the event of cross-border resolution and in prior phases through so-called resolution colleges (described
under article 58). In addition, the Spanish Law assigns the roles of national supervisor and national
preventive resolution authority (i.e., development of resolution plans) to the Bank of Spain, while the Fund
for Orderly Bank Restructuring (“FROB”) assumes the role of national executive resolution authority (i.e.,
execution of the resolution plan). Both the Bank of Spain and the FROB take part in the SRB to
coordinate the resolution procedures with member-state authorities and third-country authorities through
resolution colleges.
In addition to general coordination in the event of resolution, the value of Santander and each of its
Factories is dependent upon the continuation of services provided by the Factories to SBNA and other
banks within the Santander Group. Revenues from SBNA and numerous other businesses in the Group
are a material source of revenues and value for the Factories, and the value of Santander’s ownership
interest in SBNA is enhanced by the continuation of the services provided by the Factories. Accordingly, it
is in the best interests of the FROB as administrator, both in terms of economic benefit to Santander and
in the interests of avoiding disruptions and limiting contagion to other financial institutions, to take steps to
assure the continuation of those services.
Banco Santander Resolution
Santander Group's model of independent affiliates, discussed above, makes the likelihood of Santander
going into resolution remote. Pursuant to the Spanish Law, in the event that early intervention measures
prove insufficient to arrest any significant financial distress experienced by the institution and Santander
were to enter resolution simultaneously with Santander U.S., the European Central Bank ("ECB") in prior
consultation with the Bank of Spain (in its role as preventive resolution authority) would determine
whether the conditions for resolution have been met. The results of this assessment would be
communicated without delay to the SRB and the FROB. Notwithstanding this procedure, the SRB can
also, on its own initiative, require the ECB to issue an assessment within a period of three days after the
petition is made.
Once it has been determined that an institution meets the conditions for resolution, the SRB would
develop a resolution scheme containing the procedures and resolution tools, including any recourse to
the Single Resolution Fund, that would be executed by the FROB. This resolution scheme would be
derived from the resolution plan but tailored to the specific circumstances of the institution entering into
resolution. In accordance with the Spanish Law, it can be expected that during a resolution action, the
Board of Directors or equivalent body of Santander would be replaced and the FROB would be
designated as the administrator of the institution. The FROB would, in turn, appoint the individuals who,
on its behalf, would exercise the functions and powers necessary for day-to-day operations of the
institution, including all of the powers inherent in the Board of Directors and at the shareholders’ meeting.
Resolution Plan 6Public Section
1.1 Material Entities
For U.S. resolution planning purposes, Santander has identified the following entities as MEs, which are
defined under the SIFI Rule as "a subsidiary or foreign office of the Covered Company that is significant
to the activities of a critical operation or core business line." The identified MEs are listed below.
Santander Holdings USA, Inc. ("SHUSA")
SHUSA is the parent company of SBNA and owns a 60.5% interest in SCUSA as of December 31, 2014.
With the conversion of SBNA to a national association on January 26, 2012, SHUSA became a bank
holding company and, for purposes of resolution planning, presently owns or has an interest in all of
Santander’s CBLs operating in the United States.
SHUSA’s principal executive offices are located at 75 State Street, Boston, Massachusetts. SHUSA is a
wholly-owned subsidiary of Santander.
Santander Bank, N.A. ("SBNA" or the "Bank")
SBNA is a national banking association having over 700 retail branches, approximately 2,100 ATMs, and
approximately 9,000 team members, with principal markets in the northeastern and mid-Atlantic United
States. The Bank’s primary business consists of attracting deposits from its network of retail branches
and originating small business loans, middle market, large and global commercial loans, large multi-family
loans, residential mortgage loans, home equity loans and lines of credit, and auto and other consumer
loans in the communities served by those offices.
SBNA converted from a federally-chartered savings bank to a national banking association on January
26, 2012. In connection with its charter conversion, the Bank changed its name to Sovereign Bank,
National Association and, on October 17, 2013, to Santander Bank, N.A. The Bank has its home banking
office in Wilmington, Delaware, and its headquarters in Boston, Massachusetts.
Santander Consumer USA Inc. ("SCUSA")
SCUSA is a specialized consumer finance company headquartered in Dallas, Texas, and engages in the
purchase, securitization, and servicing of retail installment contracts originated by automobile dealers and
direct origination of retail installment contracts over the Internet. On January 23, 2014, SCUSA's parent,
Santander Consumer USA Holdings Inc., executed its initial public offering. SHUSA maintains a 60.5%
ownership in SCUSA.
The Factories
The following four entities, the Factories, are affiliates of Santander, are legally independent of any bank
within the Group, have their own capital, are self-financed through income received primarily from internal
bank customers, and provide services under detailed, arm's-length contracts for each service provided.
The resolution strategies for SBNA and SHUSA consider, as a key element, the continuity of the services
provided by the Factories.
Ingenieria de Software Bancario, S.L. ("Isban")
Isban is a Spanish limited liability company subsidiary of Santander based in Madrid, Spain, that develops
software and provides systems integration and maintenance services.
Produban Servicios Informaticos Generales, S.L. ("Produban")
Produban is a Spanish limited liability company subsidiary of Santander based in Madrid, Spain, that is a
global provider of IT production services for the Santander Group. It provides and maintains servers,
applications, and telecommunications lines and components that various Santander entities use in their
daily activity. Produban hosts all of the equipment in appropriate data centers and provides IT systems
Resolution Plan 7Public Section
connectivity. Produban also installs and updates software required and contracts for third parties’
maintenance of hardware, software, and telecommunication lines. Produban is responsible for building
the infrastructure part of technological projects; purchasing, installing, and configuring IT systems; and
analyzing possibilities to make IT infrastructure more efficient.
Santander Global Facilities, SL ("SGF")
SGF is a Spanish limited liability company subsidiary of Santander based in Madrid, Spain, that provides
services to Santander and its affiliates including integrated management of real estate, general services,
physical security, and employee payroll and benefits.
Geoban, S.A. ("Geoban")
Geoban is a Spanish limited liability company subsidiary of Santander based in Madrid, Spain, that is a
global service provider responsible for carrying out certain operations and back-office functions for the
subsidiaries of Santander.
Resolution Plan 8Public Section
1.2 Core Business Lines
The SIFI Rule defines CBLs as those "business lines of a Covered Company, including associated
operations, services, functions, and support that, in the view of the Covered Company, upon failure would
result in a material loss of revenue, profit, or franchise value.”
Based on these criteria, Santander identified five CBLs in the U.S.: SBNA Retail Banking and Customer
Experience (also referred to as "Retail Banking"), SBNA Commercial Banking, SBNA Auto Finance, SBNA
Global Banking and Markets ("GBM"), and SCUSA Vehicle Finance.
SBNA Retail Banking and Customer Experience
The Retail Banking and Customer Experience business is organized into six geographic markets that
comprise over 700 branch locations and approximately 2,100 ATMs to serve approximately 1.7mm
customers. SBNA’s branches offer a wide range of products and services. These include a variety of
deposit instruments and certain consumer loans, such as home equity loans and other consumer loan
products. SBNA's branches also provide small business loans.
SBNA's product groups reach customers through two major distribution units:
• The “Network," consisting of SBNA’s retail branches and district and regional banking offices; and
• Alternative Channels, consisting of ATMs, the Customer Call Center, outbound telemarketing, the
public website, online banking, and mobile banking.
The Retail Banking and Customer Experience segment includes product units: Consumer, Mortgage,
Cards, and Small Business Banking.
• Consumer: The Consumer unit (also referred to as Core Consumer) provides consumer deposit
accounts and transactional services, home equity lines of credit, direct auto loans, and unsecured
personal loans. This unit focuses on serving customers in SBNA's primary service area through
the Network and Alternative Channels. The Consumer unit also coordinates Retail Banking and
Customer Experience's overall marketing strategy and analysis efforts.
• Mortgage: The Mortgage unit (also referred to as Mortgage Banking) originates and services
mortgages secured by 1- to 4-unit residential properties. The vast majority of its business
involves agency-conforming, 30-year mortgages for customers in SBNA’s primary service area.
Mortgage also offers government-insured loans (typically sold “servicing released” to
correspondent banks), as well as “jumbo” mortgages that exceed agency-conforming loan limits.
Mortgage originates loans through approximately 224 Mortgage Development Officers ("MDOs")
and 326 independent mortgage brokers located in SBNA’s primary service area. Most MDOs do
not work from branch locations but are affiliated with individual SBNA branches. SBNA currently
sells approximately sixty percent of its conforming mortgage production and holds the rest on-
balance sheet in the form of whole loans or agency MBS.
• Cards: The Cards unit issues credit cards as well as network-branded debit cards to consumer
and business checking customers. The unit also provides merchant processing services through
a partnership with First Data Corp. The Cards unit focuses on customers in SBNA’s primary
service area. It also serves a small number of out-of-footprint merchant processing customers
referred by First Data Corp.
• Small Business Banking: Small Business Deposit products include business checking accounts
that are both interest- and non-interest bearing. Within the interest-bearing checking portfolio,
some balances are held in automated investment sweep accounts, primarily repurchase
Resolution Plan 9Public Section
agreements. These deposits are managed by the Director of Small Business Products, as part of
the Retail Banking and Customer Experience area managed by the Managing Director of Retail
Banking. Within the business line, deposits are managed by a product-focused team and
supported by a product analyst.
SBNA Commercial Banking
The Commercial Banking segment provides the majority of SBNA’s real estate ("RE") platforms, such as
commercial real estate loans, multi-family loans, commercial and industrial loans, and SBNA’s related
commercial deposits, as well as specialty and government banking.
• Commercial Real Estate (“CRE”): CRE originates commercial mortgages secured by stabilized
income-producing properties in SBNA’s primary service area, as well as loans to finance
construction and repositioning of such properties.
• Multifamily: The Multifamily business (also known as "SREC Multifamily") specializes in long-
term permanent financing of stabilized market-rate and affordable multifamily buildings with a
concentration in Metro New York.
• Middle Market: The Middle Market unit focuses on serving businesses with annual revenues of
$20mm to $500mm in SBNA’s primary service area. Middle Market offers customers secured and
unsecured commercial financing, commercial equipment leasing, and specialized products
provided by other Corporate Banking units, GBM, and Retail Banking and Customer Experience.
It also originates and manages syndicated loans and participates in or co-manages loan
syndications arranged by other institutions.
• Business Banking: The Business Banking unit focuses on serving businesses with annual
revenues of $5mm to $20mm in SBNA's primary service area. Business Banking offers
customers secured and unsecured commercial financing, commercial equipment leasing, and
specialized products provided by other Corporate Banking units, GBM, and Retail Banking and
Customer Experience.
• Asset-Based Lending: The Asset-Based Lending group provides business customers with
revolving, formula-based lines of credit secured by accounts receivable and inventory, term loans
secured by fixed assets, and RE loans secured by owner-occupied real estate. It also originates
and manages syndicated asset-based loans and participates in, or co-manages asset-based loan
syndications arranged by other institutions.
• Specialty Businesses: Specialty Businesses includes the Mortgage Warehouse, Oil and Gas
(Energy), and Government Banking businesses.
Mortgage Warehouse: The Mortgage Warehouse group provides revolving lines of credit to
mortgage bankers secured by residential mortgages pending sale to secondary market
investors.
Energy Finance: The Energy Finance group provides financing mainly to exploration and
production companies through reserve-based lending and to midstream operators in the oil
and gas industry.
Government Banking: The Government Banking group provides customized treasury
management solutions for the public sector. Specific treasury solutions include deposits,
payables, receivables, information reporting, and merchant and payroll taxes.
Resolution Plan 10Public Section
• Products and International Business Group: The Products and International Business Group is
made up of the following sub-groups:
Transaction Banking Group: The Transaction Banking group provides cash management and
transactional services to GBM, Commercial and Government Banking and Small Business
banking.
Trade Finance Group: The Trade Finance group covers the sale of trade services and
international solutions to all Commercial and Retail Banking and Customer Experience clients
of the Bank.
International Desk: The International Desk services customers in the U.S. referred by other
members of the Santander Group abroad and supports U.S. clients when they need to
establish a local presence in another market by providing market advice and full access to
local products and relationship managers ("RMs"). Business segments supported are
Commercial Banking and Retail Banking and Customer Experience.
International Financial Institutions Group: The International Financial Institutions Group
provides relationship coverage for domestic and foreign financial institutions and facilitates
trade, transactional services, and treasury business for other units of the Bank.
Equipment Finance and Leasing Group: The Equipment Finance and Leasing group services
GBM and Commercial Banking clients of the Bank with equipment finance facilities.
SBNA Auto Finance
SBNA Auto Finance is comprised of three distinct business lines: Consumer Leasing, Commercial
Equipment Vehicle Finance Group ("CEVFG"), and Dealer Lending.
Consumer Leasing
Consumer Leasing provides Prime and Super-Prime consumer automobile leases, ranging on average
from two to four years, for the Chrysler, Jeep, Dodge, Ram, and Fiat brands nationwide.
SBNA contracted with its affiliate SCUSA to originate and service the consumer leasing portfolio under the
“Chrysler Capital” brand on SBNA’s behalf. This contract began on January 17, 2014. SBNA chose to let
this contract expire on May 9, 2015, and the business line is not currently originating any new
applications. At the time of operation, an automated origination process was conducted through
franchised Chrysler dealers nationwide and was originated on the dealer platforms. Deals conforming to
SBNA’s credit policy were funded directly by SBNA.
In addition to originations, SCUSA has also been engaged to manage servicing related to SBNA's leasing
business. The servicing contract with SCUSA will remain in place until the portfolio matures. During this
time, all operational compliance is executed by SCUSA in accordance with SBNA policies. SBNA
monitors compliance through site visits, monitoring of reports and KPIs and through select transactional
testing. The servicing contract includes maintaining systems, billing, customer services and end-of-term
functions.
Commercial Equipment Vehicle Finance Group ("CEVFG")
CEVFG is a national finance business located in Melville, New York, comprised of three main businesses:
• Commercial Vehicle Finance Group, providing term loan financing for commercial vehicles, with a
concentration in the towing sector. Santander has affiliations with AAA and Miller Industries that
act as sources of new loan applicants.
Resolution Plan 11Public Section
• Municipal Lease Financing, providing funding for municipalities to acquire essential use
equipment such as transportation vehicles, police vehicles, fire trucks, and emergency
communication equipment.
• Vehicle Funding, providing the funding of lessors to purchase and lease vehicles.
CEVFG performs the servicing of the accounts including underwriting, funding, billing, and collections for
the majority of the loans/leases.
Dealer Lending
Dealer Lending provides commercial credit to franchised automobile dealers in the U.S. It is delivered
under two brands: within SBNA’s footprint under the Santander Bank brand (all manufacturers) and
nationally to Chrysler or related dealers under the Chrysler Capital brand. The flagship product is a
specialized commercial revolving line of credit called a “floorplan” line which is used to provide vehicle
inventory financing. In addition to floorplan lines, dealerships occasionally require other traditional
commercial credit offerings, such as commercial real estate construction loans and mortgages for their
dealership properties, term loans, and lines of credit, as well as deposit products and cash management
services.
SBNA Global Banking and Markets
GBM covers clients that, due to their size, complexity, or sophistication, require a tailored service of high
value-added wholesale products. SBNA's GBM unit is part of a global business, which leverages global
capabilities and networks to cover client needs.
SBNA's GBM unit in the U.S. operates out of Boston and New York, and maintains a staff of
approximately 143 individuals. SBNA's GBM unit provides services in the U.S. to global clients and
books the revenue from these services locally. GBM has a client coverage group that currently covers
two different types of clients:
• MRG (Global Relationship Model - from Spanish Modelo de Relacion Global): U.S. clients with
sales of over $2bn, presence in two or more of Banco Santander, S.A.’s core markets, and
potential customers of at least three products. In addition, the needs of the U.S. subsidiaries of
non-U.S. MRG clients are covered directly by the GBM U.S. team.
• Large Corporates: U.S.-based companies with sales between $500mm and $2bn and usually
operating within SBNA’s core U.S. industry segments.
GBM has three product teams which assist clients in obtaining access to certain product categories.
These product teams are Global Transactional Banking ("GTB"), Financial Services and Advisory ("FSA"),
and Rates.
SCUSA Vehicle Finance
The SCUSA Vehicle Finance CBL is an originator and servicer of auto loans, historically focused in the
subprime credit sector, but increasingly diversifying auto financing activities across a variety of credits and
products. The CBL primarily engages in the purchase, securitization, and servicing of retail installment
contracts in auto finance, recreational vehicles, and other similar segments. SCUSA Vehicle Finance
acquires retail installment contracts principally from manufacturer franchised dealers in conjunction with
their sale of used and new automobiles and light duty trucks to retail consumers.
Resolution Plan 12Public Section
1.3 Summary Financial Information
For the purposes of resolution planning, Santander, as a foreign-based Covered Company, is presenting
consolidated financial information for its U.S. operations, notwithstanding that the entities within the U.S.
operations, other than SBNA and SCUSA, are not legally, or for regulatory purposes, consolidated into
SHUSA. Accordingly, certain financial information may not wholly correspond with SHUSA’s public
financial reporting since it includes financial information of entities that are not subsidiaries of SHUSA
under U.S. securities laws. In addition, the description of Santander’s organizational structure contained
in this Plan may not wholly correspond to the reports filed by SHUSA with the FRB because certain
Santander subsidiaries that are engaged in activities in the United States are exempt from such filings.
A consolidated balance sheet for the U.S. operations of the Covered Company is included in the exhibit
below.
Exhibit 1.3 - 1: Santander U.S. Consolidated Balance Sheet as of December 31, 2014
Balance Sheet ($mm)
Assets
Cash and Due from Banks 21,158
Investment Securities 23,798
Loans 85,082
Allowance for Loan Losses (2,229)
Goodwill and Intangibles 8,943
Fixed Assets 891
Other Assets 17,192
Total Assets 154,828
Liabilities
Deposits 76,437
Debt Obligations 45,230
Other Liabilities 6,951
Total Liabilities 128,618
Shareholders’ Equity 26,211
Total Liabilities and Equity 154,828
Production of financial statement information is driven by the consolidation of the respective entities within
the U.S. operations of Santander. Consolidation activities are based upon the aggregation of asset and
liability values in addition to the removal of related intercompany transactions. To arrive at values for the
U.S. operations of Santander, consolidation activities occur across all the entities that operate within the
U.S. The financial information for these individual entities, representing the consolidating schedule for
purposes of this Plan, has been included in the exhibit below.
Resolution Plan 13Public Section
Exhibit 1.3 - 2: Santander U.S. Unconsolidated Balance Sheet as of December 31, 2014
Balance Sheet ($mm) SAN US SHUSA BSPR BSI SAN NY1 Abbey Others
U.S.
Assets
Cash and Due From Banks 21,158 2,235 1,311 3,192 6,843 7,005 572
Investment Securities 23,798 17,559 216 — 128 5,896 —
Loans 85,082 76,293 4,576 3,454 4,149 — (3,390)
Allowance for Loan Losses (2,229) (2,109) (117) (2) (1) — —
Goodwill and Core Deposit
Intangibles 8,943 8,892 11 40 — — —
Fixed Assets 891 855 18 7 6 5 —
Other Assets 17,192 14,733 534 129 1,791 3 2
Total Assets 154,828 118,457 6,550 6,820 12,909 12,908 (2,816)
Liabilities and Equity
Deposits 76,437 52,474 4,494 5,837 9,324 4,135 174
Debt Obligations 45,230 39,710 3 48 70 8,789 (3,390)
Other Liabilities 6,951 3,770 160 78 2,927 15 2
Total Liabilities 128,618 95,954 4,656 5,963 12,321 12,938 (3,214)
Total S.H. Equity 26,211 22,504 1,893 857 588 (30) 398
Total Liabilities & Equity 154,828 118,457 6,550 6,820 12,909 12,908 (2,816)
Capital
Capital for Santander U.S.'s operations is primarily held within SHUSA, SBNA, and SCUSA. SHUSA, as
a bank holding company under federal regulations, is required to prepare an annual Capital Plan and is
required to maintain prescribed regulatory capital ratios in accordance with FRB requirements. Capital for
resolution planning purposes is described below.
Exhibit 1.3 - 3: SHUSA Consolidated Capital Ratios as of December 31, 2014
SHUSA (Consolidated) Detail
($bn)
Common Equity Tier 1 Capital 13.1
Tier 1 Capital 14.3
Tier 2 Capital 2.1
Total Risk Based Capital 16.4
Total Risk Weighted Assets 106.8
Ratios
Common Equity Tier 1 Ratio (CET1) 12.2%
Tier 1 Capital Ratio (T1C) 13.4%
Total Capital Ratio (TC) 15.4%
Tier 1 Leverage Ratio (T1L) 13.1%
1
In Exhibit 1.3 - 2, Santander U.S. Unconsolidated Balance Sheet as of December 31, 2014, SAN NY includes Santander New York
Branch and Santander Investment Services.
Resolution Plan 14Public Section
SHUSA maintains “well capitalized” capital ratios under the FRB’s requirements. Its Common Equity Tier
1 ratio is well above the FRB’s minimum for Common Equity Tier 1 ratios.
Sources of Funds
Due to the Santander Group's global business model, businesses are generally self-funded. As a result,
funding sources are best understood at the entity level. The following subsections describe the funding
sources of Santander U.S.'s material entities.
SHUSA
SHUSA is primarily funded by debt issuances and capital contributions from Santander and dividends and
distributions from SBNA and SCUSA. The following exhibit shows SHUSA's borrowing profile as of
December 31, 2014.
Exhibit 1.3 - 4: SHUSA Unconsolidated Borrowings as of December 31, 2014
SHUSA Debt Summary by Type ($mm)
Short-Term 600
Long-Term 974
Total Wholesale Borrowings 1,574
Senior 1,574
Subordinated —
Real Estate Investment Trust (“REIT”) Preferred —
Total Bank Debt 1,574
Secured —
Unsecured 1,574
Trust Preferred 235
Total SHUSA Debt 1,809
Brokered Deposits —
Non-Brokered Deposits —
Total Deposits —
SHUSA had no outstanding subordinated debt at December 31, 2014.
The Long-Term Debt Schedule below reflects that the majority of SHUSA’s debt matures in 2015 and
beyond. SHUSA's first debt matures in 2015.
Exhibit 1.3 - 5: SHUSA Unconsolidated Debt Schedule as of December 31, 2014
Long-Term Debt Schedule ($mm)
2015 600.0
2016 475.0
2017 —
2018 499.0
2019 —
2020 + 235.0
Total Long-Term Debt 1,809.0
Resolution Plan 15Public Section
SBNA
SBNA’s borrowing profile is summarized below. All wholesale borrowing is transacted through SBNA.
SHUSA also provides a source of strength for SBNA. Although SBNA primarily funds itself through its
deposits and other borrowings, SHUSA supports SBNA's ability to fund its activities through contributions
to capital from time to time. The following exhibit shows SBNA's borrowings as of December 31, 2014.
SBNA Borrowings as of December 31,2014, are detailed in the exhibit below.
Exhibit 1.3 - 6: Santander Bank, N.A. Borrowings as of December 31, 2014
SBNA Debt Summary by Type ($mm)
Short-Term 6,070
Long-Term 3,385
Total Wholesale Borrowings 9,455
Senior —
Subordinated 674
REIT Preferred 153
Total Bank Debt 827
Brokered Deposits 2,350
Non-Brokered Deposits 52,298
Total Deposits 54,648
As of December 31, 2014 SBNA’s secured and unsecured liabilities were as follows:
Exhibit 1.3 - 7: Santander Bank, N.A. Secured and Unsecured Liabilities as of December 31,
2014
Liabilities ($mm) Secured Unsecured
Customer Deposits — 50,402
Government/Municipal Deposits 4,246 —
Securities Sold Under Agreements to Repo — 356
Trading Liabilities 247 —
Other Borrowed Money 9,609 —
Subordinated Notes — 674
Other Liabilities — 1,747
Total 14,102 53,179
The Long-Term Debt Schedule below indicates that the majority of SBNA's debt maturities occur in 2015
– 2020.
Resolution Plan 16Public Section
Exhibit 1.3 - 8: Santander Bank, N.A. Debt Schedule as of December 31, 2014
Debt Schedule ($mm)
2015 6,070
2016 900
2017 1,985
2018 998
2019 142
2020+ 188
Total Long-Term Debt 10,283
Resolution Plan 17Public Section
SCUSA
SCUSA’s borrowing profile as of December 31, 2014 (summarized below) reflects various lines of credit
and securitization funding available to SCUSA.
Exhibit 1.3 - 9: Santander Consumer USA Facility Summary as of December 31, 2014
Funding Type Lender Facility Utilized Total Available
($mm) ($mm) ($mm)
SCF 3 LLC - Secured 473
Santander NYB 1,750 —
SCF 3 LLC - Unsecured 1,277
SCF 5 LLC - Secured 763
Santander NYB 1,750 610
SCF 5 LLC - Unsecured 377
Group Funding SCCAF LLC - Secured 1
Santander NYB 500 —
SCCAF LLC - Unsecured 499
SCCAF 5 LLC - Secured —
Santander NYB 500 500
SCCAF 5 LLC - Unsecured —
SHUSA SCAF2 300 300 —
JP Morgan Chase SCR 3 LLC 244 500 256
Credit Suisse SCR 4 LLC — 500 500
Citi SCR 7 LLC 397 1,244 847
Deutsche Bank /Barclays /
Royal Bank of Canada / Bank of SCR 10 LLC 1,052 2,500 1,448
America
Third Party CCMARF LLC - Loan 766 4,300 3,534
Funding Various
CCMARF LLC - Lease 1,435 1,435 —
Citi SCCF 1 LLC 200 200 —
Morgan Stanley SCAF 1 LLC 175 175 —
Wells Fargo SCR 11 LLC 469 750 281
Credit Suisse SCCF 2 LLC 240 250 10
Bank of America Merrill Lynch BAML Residual Facility 250 250 —
Deutsche Bank SCR 9 LLC 173 173 —
Citi FAF LLC 6 6 —
JP Morgan Chase SCARF 2011-A 859 859 —
DB SCARF 2013-B1 329 329 —
JP Morgan Chase SCARF 2013-B2 371 371 —
JP Morgan Chase SCARF 2013-B3 375 375 —
Third Party 1,554 1,554
JP Morgan Chase SCARF 2013-L1 —
Amortizing
Citi SCUSA 2014-B1 473 473 —
RBC SCUSA 2014-L1 405 405 —
DB SCUSA 2014-B2 236 236 —
SocGen SCUSA 2014-B3 396 396 —
Citi SCUSA 2014-B4 452 452 —
Wells Fargo SCUSA 2014-B5 652 652 —
Securitization 11,437 11,437
SCUSA Bonds Securitized Bonds —
Bonds
Santander NY DRH LP — 500 500
Other BlackRock Short-term Repo 251 251 —
UBS Repo Repurchase 251 251 —
Renewal dates on SCUSA's funding commitments are diversified by month and lender. The maturity
schedule for these commitments is included below.
Resolution Plan 18Public Section
Exhibit 1.3 - 10: Santander Consumer USA Debt Schedule as of December 31, 2014
Long-Term Debt Schedule ($mm)
2015 3,157.5
2016 6,512.6
2017 2,019.9
2018 3,430.4
2019 + 12,727.0
Total Long-Term Debt 27,847.5
Less: Unamortized Debt Issuance Costs (36.2)
Net Debt 27,811.3
Resolution Plan 19Public Section 1.4 Derivative and Hedging Activities In the United States, Santander's U.S. MEs engage in derivatives activities for balance sheet-related interest rate risk hedging purposes and to meet customer needs. None of Santander's U.S. MEs is a market maker in derivative products nor do any Santander U.S. MEs use derivatives for speculative purposes. As part of their overall risk hedging strategies, the U.S. MEs use derivative contracts as hedges to mitigate exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, and to mitigate exposure to variability in expected future cash flows. The majority of derivative contracts are booked at SBNA. However, SHUSA and SCUSA may book derivative positions from time to time to mitigate their respective interest rate risk. To satisfy customer needs, SBNA offers derivative products to its customers based on each customer’s needs. When a customer request for a derivative product is received, SBNA executes the transaction with the customer, if appropriate. In addition, SBNA enters into an offsetting derivative transaction with the market to immediately eliminate the risk of the position on the Bank’s balance sheet. Resolution Plan 20
Public Section
1.5 Memberships in Material Payment, Clearing, and
Settlement Systems
Santander's U.S. MEs maintain membership in various Financial Market Utilities ("FMUs"), or access
them through Financial Intermediaries ("FIs"), in order to facilitate payment, clearing, and settlement
activities. FMUs allow SHUSA, SBNA and SCUSA to conduct financial transactions, provide payment
services, and perform derivatives transactions as needed to manage risk, and meet the needs of
customers and clients.
SHUSA does not maintain membership in FMUs or directly engage FIs for access to FMUs. Instead,
SBNA leverages its FMU and FI relationships and provides these services to SHUSA when necessary.
SBNA leverages the Federal Reserve's suite of financial services for all payment activity, including
Fedwire payments, check clearing, and ACH network payments. SBNA maintains a relationship with
Bank of New York Mellon ("BoNY Mellon") which provides settlement and custody services for the Bank’s
securities transactions as well as a relationship with UBS Securities for the clearance of interest rate
derivative transactions.
SCUSA maintains a relationship with UBS Securities as its primary Futures Commission Merchant
("FCM") which executes, clears, and settles interest rate derivatives used as hedging vehicles by SCUSA.
JP Morgan Chase serves as SCUSA's primary banking services provider. As banking provider, JP
Morgan Chase provides access to Fedwire, ACH, and CHIPS for the wiring of payments related to daily
operations and certain loan fundings. Finally, SCUSA has a relationship with BoNY Mellon which
provides post-trade clearance and settlement of securities transactions.
Resolution Plan 21Public Section 1.6 Descriptions of Foreign Operations No material components of Santander’s U.S. operations are based outside the United States. Santander’s U.S. operations do not have any foreign subsidiaries or offices. SBNA does have an electronic banking facility in the Cayman Islands that provides a vehicle for its Eurodollar sweep accounts, a standard product offered in the industry, which invests client deposits automatically overnight in Eurodollar accounts to maximize interest earned. As of December 31, 2014, SBNA had approximately $633mm reported on the Call Report, Schedule RC-E, in this electronic banking facility. SBNA has a Class B license from the Cayman Islands government which allows it to accept electronic deposits outside the U.S. However, under this license class, the deposits are neither considered onshore to the Cayman Islands nor to the U.S. Resolution Plan 22
Public Section 1.7 Material Supervisory Authorities As a Spanish financial services company, Santander is subject to prudential supervision by the Bank of Spain. If Santander were to be resolved or taken over in the event of a failure, the Bank of Spain would designate the Fund for the Orderly Restructuring of the Banking Sector (the “FROB”) as a “special manager” to assume control of Santander and its domestic subsidiaries. Santander’s foreign subsidiaries, including those based in the U.S., are also subject to local laws, regulations, and supervision administered by the regulators in those countries. Santander’s U.S. operations are subject to the extensive regulatory framework applicable to bank holding companies, banks, and U.S. branches of foreign banks. Since Santander is a financial holding company with subsidiaries located in the U.S., its U.S. operations are subject to the supervision and regulation of the FRB, as is SHUSA, a bank holding company. As a Securities and Exchange Commission (“SEC”) registrant, SHUSA is also subject to applicable SEC regulations and financial reporting and filing requirements. As a national bank, SBNA is subject to primary regulation, supervision and examination by the OCC, and to additional banking regulation by the FDIC and the FRB. In addition, the Consumer Financial Protection Bureau (the “CFPB”) regulates SBNA's consumer financial products and services. SCUSA is subject to supervision by the FRB, the CFPB, and the Federal Trade Commission. Santander NYB is subject to the supervision of the FRB and the New York Department of Financial Services. Abbey National’s U.S. branches are subject to the supervision of the FRB and the Connecticut Department of Banking. Santander’s other U.S. subsidiaries are also subject to various laws and regulations, as well as supervision and examination by other regulators, all of which directly or indirectly affect its operations and management and its ability to make distributions to stockholders. Its U.S. broker- dealer subsidiaries are subject to regulation and supervision by the SEC and FINRA with respect to their securities activities. Additional relevant information can be found in SHUSA’s Annual Report on Form 10-K for 2014 filed with the SEC. Resolution Plan 23
Public Section
1.8 Principal Officers
The following chart shows SHUSA's principal officers as of June 30, 2015.
Exhibit 1.8 - 1: SHUSA Principal Officers as of June 30, 2015
Name Title
Scott Powell President and Chief Executive Officer
Gerald Plush Chief Financial Officer and Senior Executive Vice President
Brian Gunn Chief Risk Officer and Senior Executive Vice President
Enrique Larrainzar SHUSA Chief Internal Auditor and Executive Vice President
SHUSA Managing Director of Human Resources and Organizational Efficiency and Senior
Carmen Briongos Executive Vice President
Julio Somoza SHUSA Managing Director of Technology and Operations and Senior Executive Vice President
Christopher Pfirrman2 General Counsel and Senior Executive Vice President
Peter Grieff Director of Communications and Corporate Affairs and Senior Vice President
The following chart shows SBNA's principal officers as of June 30, 2015.
Exhibit 1.8 - 2: SBNA Senior Officers as of June 30, 20153
Name Title
Roman Blanco4 President and Chief Executive Officer
Melissa Ballenger Chief Financial Officer and Executive Vice President
Marcelo Brutti Chief Risk Officer and Senior Executive Vice President
Lisa VanRoekel Chief Human Resources Officer and Executive Vice President
Christina Patilis5 Chief Internal Auditor
Laura O'Hara General Counsel and Senior Executive Vice President
David Chaos6 Managing Director of Technology and Operations and Senior Executive Vice President
Maria Tedesco Managing Director of Retail Banking and Senior Executive Vice President
Michael Lee Managing Director of Commercial Real Estate and Executive Vice President
Cameron Letters Managing Director of Commercial Banking and Executive Vice President
Federico Papa Managing Director of Global Banking and Markets and Senior Executive Vice President
Jack Murphy Managing Director of Auto Finance and Alliances and Executive Vice President
James Kappel Chief Communications Officer and Senior Vice President
2
Christopher Pfirrman was replaced by Michael Lipsitz as General Counsel and Senior Executive Vice President in August 2015.
3
After June 30, 2015, Michael Cleary was appointed to a new position named Head of Consumer Banking and Senior Executive
Vice President.
4
Roman Blanco was replaced by Scott Powell as President and CEO on July 30, 2015.
5
Christina Patilis left SBNA and was succeeded by Antonio Martinez on July 30, 2015. Antonio Martinez is the interim replacement,
and a formal replacement is expected.
6
David Chaos was replaced by Fernando Diaz as Managing Director of SBNA Technology and Operations after June 30, 2015.
Resolution Plan 24Public Section
The following chart shows SCUSA's principal officers as of June 30, 2015.
Exhibit 1.8 - 3: SCUSA Senior Officers as of July 2, 20157
Name Title
Jason Kulas CEO
Jennifer Popp Davis (Interim) Chief Financial Officer
Jason Grubb President and Chief Operating Officer
Brad Martin Chief Operating Officer
Eldridge Burns8 Chief Legal Officer
Michelle Whatley Chief Human Resources Officer
James Fugitt Chief Information Officer
Michele Rodgers9 Chief Compliance Officer
Peter Moenickheim Chief Risk Officer
7
Although other ME organizational structures are described as of June 30, 2015, SCUSA underwent managerial changes on July 2,
2015. This updated management as of July 2, 2015, is reflected.
8
Eldridge Burns was replaced by Christopher Phirrman as Chief Legal Officer in August 2015.
9
In October 2015, Michele Rodgers left her role as SCUSA’s CCO. SCUSA’s compliance program is being overseen by Michael
Lipsitz until a new CCO is identified.
Resolution Plan 25Public Section
1.9 Resolution Planning Corporate Governance
Governance of this Resolution Plan integrates oversight by key stakeholders and senior executives from
Santander U.S.'s MEs and CBLs, with review and recommendation for approval from certain
management committees and SHUSA's Board of Directors.
Santander has delegated authority for oversight and approval of the plan to Scott Powell, the Santander
U.S. Country Head and CEO of SHUSA. In order to obtain approval from the Santander U.S. Country
Head and CEO of SHUSA, SHUSA's Board of Directors reviews and provides recommendation for
approval of the Plan. Prior to review by the SHUSA Board of Directors, other supporting governing
committees provide oversight to the development and approval of the Plan.
The highest U.S. management-level and board-level committees overseeing this Plan are the SHUSA
Asset Liability Committee ("ALCO") and the SHUSA Board Risk Committee ("BRC").
SHUSA ALCO monitors the development and oversight of the resolution planning process. ALCO
members include, among others: the SHUSA & SBNA Chief Executive Officer; Chief Financial Officers for
SHUSA, SBNA and SCUSA; SHUSA's Chief Risk Officer; SHUSA's Chief Market Risk Officer; SHUSA's
Treasurer; SHUSA's Comptroller; and SHUSA's Director of Strategic Planning.
ALCO performs the following roles:
• Provide strategic oversight to this Plan’s preparation and review process;
• Approve the U.S. resolution planning project and business-as-usual ("BAU") governance and
oversight framework, including any required policies, procedures, and internal controls;
• Approve U.S. resolution planning project and governance charters, project plans, timelines, and
milestones;
• Review, make, and/or approve all key resolution planning strategies and methodologies, including
any significant scoping or approach change decisions;
• Monitor the resolution planning project status; and
• Communicate progress and/or issues to SHUSA’s Board ALCO and Board of Directors as
appropriate.
In addition to participating in ALCO's formal management routines, the Chief, U.S. Recovery and
Resolution Planning ("USRRP"), and members of the USRRP team regularly and frequently engage
senior executives, including, but not limited to, SHUSA's CEO, CFO, CRO, and General Counsel, as
necessary, to facilitate key decisions with respect to the resolution plan and supporting processes.
The USRRP team serves the functions of the Local Living Wills Office ("LLWO”) as set by Santander
Group as a management office to oversee and design the resolution planning governance process and
manage the day-to-day resolution plan development and execution. The LLWO fills the following roles:
• Perform detailed analysis of rules and guidance;
• Design resolution planning governance and processes;
• Oversee day-to-day plan development, execution, and project management;
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